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Exhibit 10.1 (k)
WAIVER UNDER
CREDIT AGREEMENT
This Waiver Under Credit Agreement dated as of November 20, 2000 by
and between TALON AUTOMOTIVE GROUP, INC., a Michigan corporation ("TAG"), VELTRI
METAL PRODUCTS CO., a Nova Scotia corporation ("Veltri") (Veltri, called
together with TAG, the "Borrowers"), Banks constituting the Majority Banks, and
COMERICA BANK, a Michigan banking corporation, as agent for the Banks (in such
capacity, "Agent").
WHEREAS, Borrowers, Agent and the Banks entered into a certain Credit
Agreement dated as of April 28, 1998, a certain First Amendment to Credit
Agreement dated as of August 31, 1998, a certain Second Amendment to Credit
Agreement dated as of March 26, 1999, a certain Third Amendment to Credit
Agreement dated as of December 30, 1999, a certain Fourth Amendment to Credit
Agreement dated as of February 15, 2000 and a certain Fifth Amendment to Credit
Agreement dated as of June 27, 2000, a certain Sixth Amendment to Credit
Agreement dated as of August 11, 2000, a certain Seventh Amendment to Credit
Agreement dated as of September 29, 2000 and a certain Eighth Amendment to
Credit Agreement dated as of October 27, 2000 (as so amended, the "Agreement"),
pursuant to which Borrowers incurred certain indebtedness and obligations and
granted the Agent, on behalf of the Banks, certain security for such
indebtedness and obligations;
WHEREAS, pursuant to certain waivers granted by Agent and the Majority
Banks prior to the date hereof, Borrowers' failure to comply with covenants set
forth in Section 10.4 of the Agreement for the fiscal quarters ended June 30,
2000 and September 30, 2000 ("Specified Events of Default") were waived for a
period of time ending at 5:00 p.m., Detroit, Michigan time November 29, 2000
("Waiver Period").
WHEREAS, the Waiver Period has expired and the Specified Events of
Default remain uncured;
WHEREAS, Borrowers have requested Agent and Banks to waive the
conditions to Advances and Loans described in Section 7.2(b)(i) of the
Agreement, to the extent only that such conditions are not satisfied solely as a
result of the existence of the Specified Events of Default; and
WHEREAS, Agent and the Banks constituting the Majority Banks are
willing to do so, but only for the period specified herein and on the terms and
subject to the conditions set forth herein;
NOW, THEREFORE, it is agreed:
1. DEFINITIONS
1.1 Capitalized terms used herein and not defined to the contrary have
the meanings given them in the Agreement.
2. WAIVER
2.1 For the period ending as of close of business December 13, 2000
only, Agent and the Majority Banks waive the conditions to Advances and Loans
described in Section 7.2(b)(i) of the Agreement, but only to the extent that
such conditions are not satisfied solely as a result of the existence of the
Specified Events of Default; provided however that this waiver shall
automatically terminate upon the earlier of December 13, 2000 or the date on
which, pursuant to Section 11.11 of the Agreement, the commitment to make
Advances and issue Letters of Credit under the Agreement is terminated, it being
acknowledged by the Borrowers that such a termination pursuant to Section 11.11
of the Agreement may be made at any time, on the basis of the existence of any
Event of Default, including without limitation, the Specified Events of Default.
3. REPRESENTATIONS
Each Borrower hereby represents and warrants that:
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3.1 Execution, delivery and performance of this Waiver and any other
documents and instruments required under this Waiver are within Borrowers'
powers, have been duly authorized, are not in contravention of law or the terms
of either Borrowers' Articles of Incorporation or Bylaws, and do not require the
consent or approval of any governmental body, agency, or authority.
3.2 This Waiver, and the Agreement as effected by this Waiver, and any
other documents and instruments required under this Amendment or the Agreement,
when issued and delivered under this Waiver or the Agreement, will be valid and
binding in accordance with their terms.
3.3 The continuing representations and warranties of Borrowers set
forth in Sections 8.1 through 8.7 and 8.9 through 8.19 of the Agreement are true
and correct on and as of the date hereof with the same force and effect as if
made on and as of the date hereof.
3.4 The continuing representations and warranties of Borrowers set
forth in Section 8.8 of the Agreement are true and correct as of the date hereof
with respect to the most recent financial statements furnished to Agent and the
Banks by Borrowers in accordance with Section 9.1 of the Agreement.
3.5 Except for the Specified Events of Default, to the best of
Borrowers' knowledge, no Event of Default, or condition or event which, with the
giving of notice or the running of time, or both, would constitute an Event of
Default under the Agreement, has occurred and is continuing as of the date
hereof.
4. MISCELLANEOUS
4.1 This Waiver may be executed in as many counterparts as Agent, the
Majority Banks and Borrowers deem convenient and shall be deemed to be effective
upon the date of delivery to Agent of counterparts hereof executed by each of
the Borrowers, Agent and the Majority Banks.
4.2 Borrowers: (a) shall pay all of Agent's legal costs and expenses
(including attorneys' fees and expenses) incurred in the negotiation,
preparation and closing hereof, including, without limitation, costs of all lien
searches and financing statement filings; and (b) shall not make any payment of
any obligations under the Senior Subordinated Notes (or request or be entitled
to receive proceeds of advances for the purpose of making any such payment)
unless otherwise agreed in writing by the Majority Banks.
4.3 Except as specifically set forth herein, nothing set forth in this
Waiver shall constitute, or be interpreted or construed to constitute, a waiver
of any right or remedy of Agent or the Banks, or of any Default or Event of
Default (including, without limitation, any of the Specified Events of Default)
whether now existing or hereafter arising and Agent and the Banks may at any
time, and hereby expressly reserve their rights to, exercise any or all of their
rights and remedies under the Agreement and the other Documents arising by
virtue of the existence of Events of Default (including the Specified Events of
Default) at any time and without any further prior advance notice to Borrowers
or either of them.
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WITNESS the due execution hereof as of the day and year first above
written.
TALON AUTOMOTIVE GROUP, INC. VELTRI METAL PRODUCTS CO.
By: /s/ David J. Woodward By: /s/ David J. Woodward
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Its: Vice President Its: Vice President
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COMERICA BANK, as Agent and Bank LASALLE BANK NATIONAL ASSOCIATION
(formerly LaSalle National Bank)
By: /s/ Russell A. Stokes By: /s/ Natalie Petrie
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Its: Vice President Its: Commercial Banking Officer
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NATIONAL BANK OF CANADA, PARIBAS
NEW YORK BRANCH
By: R. Kevin Finn By:
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Its: Vice President Its:
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And And
By: /s/ Duane K. Bedard By:
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Its: Vice President Its:
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MICHIGAN NATIONAL BANK BANK BOSTON, N.A.
By: By:
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Its: Its:
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DRESDNER BANK AG NEW YORK AND
GRAND CAYMEN BRANCHES
By:
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Its:
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And
By:
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Its:
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